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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1997
REGISTRATION STATEMENT NO. 333-34679
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFFILIATED MANAGERS GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 6719 04-32-18510
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
(617) 747-3300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
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WILLIAM J. NUTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AFFILIATED MANAGERS GROUP, INC.
TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
(617) 747-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
MARTIN CARMICHAEL III, P.C. DAVID B. HARMS, ESQ.
GOODWIN, PROCTER & HOAR LLP SULLIVAN & CROMWELL
Exchange Place 125 Broad Street
Boston, Massachusetts 02109 New York, New York 10004
(617) 570-1000 (212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 7 to the Affiliated Managers Group, Inc. Registration
Statement on Form S-1 is being filed for the purpose of filing an Exhibit.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1)
The following table sets forth the estimated expenses payable by the
Company in connection with this offering (excluding underwriting discounts and
commissions):
NATURE OF EXPENSE AMOUNT
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SEC Registration Fee................................................... $ 56,107
NYSE Filing Fee........................................................ 95,100
NASD Filing Fee........................................................ 19,015
Accounting Fees and Expenses........................................... 800,000
Legal Fees and Expenses................................................ 400,000
Printing Expenses...................................................... 300,000
Blue Sky Qualifications Fees and Expenses.............................. 25,000
Transfer Agent's Fee................................................... 2,000
Miscellaneous.......................................................... 20,278
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TOTAL............................................................. $1,717,500
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(1) The amounts set forth above, except for the SEC, NYSE and NASD fees, are in
each case estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with Section 145 of the General Corporation Law of the State
of Delaware, Article VII of the Company's Third Amended and Restated Certificate
of Incorporation provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the Certificate
provides that if the Delaware General Corporation Law is amended to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Article V of the Company's Amended and Restated By-laws provides for
indemnification by the Company of its directors, officers and certain
non-officer employees under certain circumstances against expenses (including
attorneys fees, judgments, fines and amounts paid in settlement) reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was an officer or employee of the Company if
such person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
criminal actions or proceedings, if such person had no reasonable cause to
believe his or her conduct was unlawful.
Under Section 8(b) of each of the Underwriting Agreements filed as Exhibit
1.1 and Exhibit 1.2 hereto, the U.S. Underwriters and the International
Underwriters have agreed to indemnify, under certain conditions, the Company,
its directors, certain officers and persons who control the Company within the
meaning of the Securities Act of 1933 against certain liabilities.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Company has issued unregistered securities
to a limited number of persons, as described below. No underwriters or
underwriting discounts or commissions were involved. There was no public
offering in any such transaction, and the Company believes that each transaction
was exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), by reason of Section 4(2) thereof, based on the
private nature of the transactions and the financial sophistication of the
purchasers, all of whom had access to complete information concerning the
Company and acquired the securities for investment and not with a view to the
distribution thereof. In addition, the Company believes that the transactions
described in paragraphs (4), (5) and (7) below were exempt from the registration
requirements of the Securities Act, by reason of Rule 701 thereunder.
(1) On May 11, 1995, the Company issued an aggregate of 40,000 shares
of the Company's Class A Convertible Preferred Stock (convertible into
2,000,000 shares of Common Stock) for an aggregate purchase price of
2,000,000 shares of the Company's Common Stock and $10 million to Advent
VII L.P., Advent Atlantic and Pacific II L.P., Chestnut III Limited
Partnership, Chestnut Capital International III Limited Partnership, Advent
New York L.P., Advent Industrial II L.P. and TA Venture Investors Limited
Partnership, William J. Nutt, Sean M. Healey and Richard E. Floor.
(2) On November 7, 1995, the Company issued an aggregate of 10,448
shares of the Company's Series B-1 Voting Convertible Preferred Stock
(convertible into 522,400 shares of Common Stock) for an aggregate purchase
price of $7 million to Hartford Accident and Indemnity Company, Advent VII
L.P., Advent Atlantic and Pacific II L.P., Chestnut III Limited
Partnership, Chestnut Capital International III Limited Partnership, Advent
New York L.P., Advent Industrial II L.P. and TA Venture Investors Limited
Partnership, William J. Nutt, Sean M. Healey and Richard E. Floor.
(3) On November 7, 1995, the Company issued an aggregate of 19,403
shares of the Company's Series B-2 Non-Voting Convertible Preferred Stock
(convertible into 970,150 shares of Common Stock) for an aggregate purchase
price of $13 million to NationsBanc Investment Corporation.
(4) On June 27, 1996, the Company issued an aggregate of 3,703 shares
of the Company's Series B-1 Voting Convertible Preferred Stock (convertible
into 185,150 shares of Common Stock) for an aggregate purchase price of
approximately $2.48 million to certain employees and advisers of the
Company and its majority-owned subsidiaries, pursuant to the Company's 1995
Stock Purchase Plans.
(5) In April 1995, the Company sold 200,000 shares of Restricted
Common Stock to Mr. Healey for aggregate consideration of $400, and 25,000
shares of Restricted Common Stock to Mr. Michael A. Wilson for an aggregate
consideration of $50, in each case, being the fair market value of such
number of shares of Restricted Common Stock, as approved by the Board of
Directors of the Company at that time. In August 1995, the Company sold
50,000 shares of Restricted Common Stock under the 1995 Plan to Mr.
Chertavian for aggregate consideration of $100, being the fair market value
of such number of shares of Restricted Common Stock as approved by the
Board of Directors of the Company at that time. In March 1996, the Company
sold 112,500 shares of Restricted Common Stock under the 1995 Plan,
including sales of 25,000, 35,000, 25,000, 17,500 and 10,000 shares to
Messrs. Nutt, Healey, Chertavian, Brennan and Murphy, respectively, for
aggregate consideration of $500, $700, $500, $350 and $200, respectively,
being the fair market value of such numbers of shares of Restricted Common
Stock as approved by the Board of Directors of the Company at that time. In
May 1996, the Company sold 50,000 shares of Restricted Common Stock under
the 1995 Plan to Mr. Dalton for aggregate consideration of $1,000, being
the fair market value of such number of shares of Restricted Common Stock
as approved by the Board of Directors of the
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Company at that time. In February 1997, the Company sold 50,000 shares of
Restricted Common Stock under the 1995 Plan to Mr. Girvan for aggregate
consideration of $10,000, being the fair market value of such number of
shares of Common Stock as approved by the Board of Directors of the Company
at that time.
(6) On January 2, 1997, the Company issued an aggregate 1,715 shares
of Series B-1 Voting Convertible Preferred Stock (convertible into 85,750
shares of Common Stock) with a value of approximately $1.5 million as
consideration for shares of capital stock of The Burridge Group Inc. in
connection with the Company's investment in Burridge.
(7) In May 1997, the Company granted options to purchase an aggregate
of 1,850 shares of Class A Convertible Preferred Stock (convertible into an
aggregate of 92,500 shares of Common Stock) having an exercise price of
$455 per share (or $9.10 per underlying share of Common Stock), including
options to purchase 500, 500, 200, 300, 250 and 100 shares of Class A
Convertible Preferred Stock to Messrs. Nutt, Healey, Chertavian, Dalton,
Brennan and Murphy, respectively.
(8) On September 30, 1997, the Company issued an aggregate of 10,667
shares of Class D Convertible Preferred Stock (convertible into 533,331
shares of Common Stock) with a value of approximately $9.6 million in
connection with the Company's investment in GeoCapital.
(9) On October 9, 1997, the Company issued an aggregate of 5,333
shares of Series C-2 Non-Voting Convertible Preferred Stock and warrants to
purchase 28,000 shares of Series C-2 Non-Voting Convertible Preferred Stock
(convertible into 266,650 and 1,400,000 shares of Common Stock,
respectively) for an aggregate purchase price of $30 million.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits. The following is a complete list of Exhibits filed as part of
this Registration Statement.
**1.1 Form of Underwriting Agreement
**1.2 Form of International Underwriting Agreement
+2.1 Purchase Agreement dated August 15, 1997 by and among the Registrant, Tweedy,
Browne Company L.P. and the partners of Tweedy, Browne Company L.P. (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
**+2.2 Agreement and Plan of Reorganization dated August 15, 1997 by and among the
Registrant, AMG Merger Sub, Inc., GeoCapital Corporation, GeoCapital, LLC and
the stockholders of GeoCapital Corporation (excluding schedules and exhibits,
which the Registrant agrees to furnish supplementally to the Commission upon
request)
**+2.3 Stock Purchase Agreement dated as of January 17, 1996 by and among the
Registrant, First Quadrant Holdings, Inc., Talegen Holdings, Inc., certain
employees of First Quadrant Corp. and the other parties identified therein
(excluding schedules and exhibits, which the Registrant agrees to furnish
supplementally to the Commission upon request)
**2.4 Amendment to Stock Purchase Agreement by and among the Registrant, First
Quadrant Holdings, Inc., Talegen Holdings, Inc., certain managers of First
Quadrant Corp. and the Management Corporations identified therein, effective as
of March 28, 1996
**+2.5 Partnership Interest Purchase Agreement dated as of June 6, 1995 by and among
the Registrant, Mesirow Asset Management, Inc., Mesirow Financial Holdings,
Inc., Skyline Asset Management, L.P., certain managers of Mesirow Asset
Management, Inc. and the Management Corporations identified therein (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
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**2.6 Amendment, made by and among Mesirow Financial Holdings, Inc. and the
Registrant, to Partnership Interest Purchase Agreement by and among the
Registrant, Mesirow Asset Management, Inc., Mesirow Financial Holdings, Inc.,
Skyline Asset Management, L.P., certain managers of Mesirow Asset Management,
Inc. and the Management Corporations identified therein, effective as of August
30, 1995
**3.1 Form of Amended and Restated Certificate of Incorporation
**3.2 Form of Amended and Restated By-laws
**4.1 Specimen certificate for shares of Common Stock of the registrant
**4.2 Credit Agreement dated as of September 30, 1997 by and among Chase Manhattan
Bank and the other lenders identified therein and the Registrant (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
**4.3 Stock Purchase Agreement dated November 7, 1995 by and among the Registrant, TA
Associates, NationsBank, The Hartford, and the additional parties listed on the
signature pages thereto (excluding schedules and exhibits, which the Registrant
agrees to furnish supplementally to the Commission upon request)
**4.4 Preferred Stock and Warrant Purchase Agreement dated August 15, 1997 between the
Registrant and Chase Equity Associates (excluding schedules and exhibits, which
the Registrant agrees to furnish supplementally to the Commission upon request)
**4.5 Amendment No. 1 to Preferred Stock and Warrant Purchase Agreement dated as of
October 9, 1997 between the Registrant and Chase Equity Associates
**4.6 Securities Purchase Agreement dated August 15, 1997 between the Registrant and
Chase Equity Associates (excluding schedules and exhibits, which the Registrant
agrees to furnish supplementally to the Commission upon request)
**4.7 Securities Purchase Agreement Amendment No. 1 dated as of October 9, 1997
between the Registrant and Chase Equity Associates
**5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being offered
**10.1 Amended and Restated Stockholders' Agreement dated October 9, 1997 by and among
the Registrant and TA Associates, NationsBank, The Hartford, Chase Equity
Associates and the additional parties listed on the signature pages thereto
10.2 Tweedy, Browne Company LLC Limited Liability Company Agreement dated October 9,
1997 by and among the Registrant and the other members identified therein
(excluding schedules and exhibits, which the Registrant agrees to furnish
supplementally to the Commission upon request)
**10.3 GeoCapital, LLC Amended and Restated Limited Liability Company Agreement dated
September 30, 1997 by and among the Registrant and the members identified
therein (excluding schedules and exhibits, which the Registrant agrees to
furnish supplementally to the Commission upon request)
**+10.4 First Quadrant, L.P. Amended and Restated Limited Partnership Agreement dated
March 28, 1996 by and among the Registrant and the partners identified therein
(excluding schedules and exhibits, which the Registrant agrees to furnish
supplementally to the Commission upon request)
**10.5 Amendment to First Quadrant, L.P. Amended and Restated Limited Partnership
Agreement by and among the Registrant and the partners identified therein,
effective as of October 1, 1996
**10.6 Second Amendment to First Quadrant, L.P. Amended and Restated Limited
Partnership Agreement by and among the Registrant and the partners identified
therein, effective as of December 31, 1996
**10.7 First Quadrant U.K., L.P. Limited Partnership Agreement dated March 28, 1996 by
and among the Registrant and the partners identified therein (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
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**10.8 Skyline Asset Management, L.P. Amended and Restated Limited Partnership
Agreement dated August 31, 1995 by and among the Registrant and the partners
identified therein (excluding schedules and exhibits, which the Registrant
agrees to furnish supplementally to the Commission upon request)
**10.9 Amendment to Skyline Asset Management, L.P. Amended and Restated Limited
Partnership Agreement by and among the Registrant and the partners identified
therein, effective as of August 1, 1996
**10.10 Second Amendment to Skyline Asset Management, L.P. Amended and Restated Limited
Partnership Agreement by and among the Registrant and the partners identified
therein, effective as of December 31, 1996
**10.11 Affiliated Managers Group, Inc. 1997 Stock Option and Incentive Plan
**10.13 Affiliated Managers Group, Inc. 1995 Incentive Stock Plan
**10.14 Form of Tweedy, Browne Employment Agreement
**11.1 Statement regarding computation of per share earnings
**21.1 Schedule of Subsidiaries
**23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
**23.2 Consent of Coopers & Lybrand L.L.P. (Boston)
**23.3 Consent of Coopers & Lybrand L.L.P. (Chicago)
**23.4 Consent of Coopers & Lybrand L.L.P. (New York)
**23.5 Consent of KPMG Peat Marwick LLP
**24.1 Powers of Attorney
**27.1 Financial Data Schedule
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** Previously filed.
+ Certain portions of this Exhibit have been omitted pursuant to a confidential
treatment request filed with the Commission. The omitted portions have been
filed separately with the Commission.
(b) Financial Statement Schedules filed as part of this Registration
Statement are as follows:
PAGE
----
Report of Independent Certified Accountants on Schedule.......................... S-1
Report of Independent Certified Accountants on Schedule.......................... S-2
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreements certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of the Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 7 to this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, Commonwealth of Massachusetts, on November 20, 1997.
AFFILIATED MANAGERS GROUP, INC.
By: /s/ WILLIAM J. NUTT
----------------------------------
WILLIAM J. NUTT
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD OF
DIRECTORS
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 7 to this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
----------------------------------- ---------------------------------- -----------------
/s/ WILLIAM J. NUTT President, Chief Executive Officer November 20, 1997
----------------------------------- and Chairman of the Board of
WILLIAM J. NUTT Directors (Principal Executive
Officer)
* Senior Vice President (Principal November 20, 1997
----------------------------------- Financial Officer and Principal
BRIAN J. GIRVAN Accounting Officer)
* Director November 20, 1997
-----------------------------------
RICHARD E. FLOOR
* Director November 20, 1997
-----------------------------------
ROGER B. KAFKER
* Director November 20, 1997
-----------------------------------
P. ANDREWS MCLANE
* Director November 20, 1997
-----------------------------------
W.W. WALKER, JR.
Director November 20, 1997
-----------------------------------
JOHN M.B. O'CONNOR
*By: /s/ NATHANIEL DALTON
--------------------------------------------
NATHANIEL DALTON, ATTORNEY-IN-FACT
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EXHIBIT INDEX
**1.1 Form of Underwriting Agreement
**1.2 Form of International Underwriting Agreement
**+2.1 Purchase Agreement dated August 15, 1997 by and among the Registrant, Tweedy,
Browne Company L.P. and the partners of Tweedy, Browne Company L.P. (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
**+2.2 Agreement and Plan of Reorganization dated August 15, 1997 by and among the
Registrant, AMG Merger Sub, Inc., GeoCapital Corporation, GeoCapital, LLC and
the stockholders of GeoCapital Corporation (excluding schedules and exhibits,
which the Registrant agrees to furnish supplementally to the Commission upon
request)
**+2.3 Stock Purchase Agreement dated as of January 17, 1996 by and among the
Registrant, First Quadrant Holdings, Inc., Talegen Holdings, Inc., certain
employees of First Quadrant Corp. and the other parties identified therein
(excluding schedules and exhibits, which the Registrant agrees to furnish
supplementally to the Commission upon request)
**2.4 Amendment to Stock Purchase Agreement by and among the Registrant, First
Quadrant Holdings, Inc., Talegen Holdings, Inc., certain managers of First
Quadrant Corp. and the Management Corporations identified therein, effective as
of March 28, 1996
**+2.5 Partnership Interest Purchase Agreement dated as of June 6, 1995 by and among
the Registrant, Mesirow Asset Management, Inc., Mesirow Financial Holdings,
Inc., Skyline Asset Management, L.P., certain managers of Mesirow Asset
Management, Inc. and the Management Corporations identified therein (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
**2.6 Amendment, made by and among Mesirow Financial Holdings, Inc. and the
Registrant, to Partnership Interest Purchase Agreement by and among the
Registrant, Mesirow Asset Management, Inc., Mesirow Financial Holdings, Inc.,
Skyline Asset Management, L.P., certain managers of Mesirow Asset Management,
Inc. and the Management Corporations identified therein, effective as of August
30, 1995
**3.1 Form of Amended and Restated Certificate of Incorporation
**3.2 Form of Amended and Restated By-laws
**4.1 Specimen certificate for shares of Common Stock of the registrant
**4.2 Credit Agreement dated as of September 30, 1997 by and among Chase Manhattan
Bank and the other lenders identified therein and the Registrant (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
**4.3 Stock Purchase Agreement dated November 7, 1995 by and among the Registrant, TA
Associates, NationsBank, The Hartford, and the additional parties listed on the
signature pages thereto (excluding schedules and exhibits, which the Registrant
agrees to furnish supplementally to the Commission upon request)
**4.4 Preferred Stock and Warrant Purchase Agreement dated August 15, 1997 between the
Registrant and Chase Equity Associates (excluding schedules and exhibits, which
the Registrant agrees to furnish supplementally to the Commission upon request)
**4.5 Amendment No. 1 to Preferred Stock and Warrant Purchase Agreement dated as of
October 9, 1997 between the Registrant and Chase Equity Associates
**4.6 Securities Purchase Agreement dated August 15, 1997 between the registrant and
Chase Equity Associates (excluding schedules and exhibits, which the Registrant
agrees to furnish supplementally to the Commission upon request)
**4.7 Securities Purchase Agreement Amendment No. 1 dated as of October 9, 1997
between the Registrant and Chase Equity Associates
**5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being offered
11
**10.1 Amended and Restated Stockholders' Agreement dated October 9, 1997 by and among
the Registrant and TA Associates, NationsBank, The Hartford, Chase Capital and
the additional parties listed on the signature pages thereto
10.2 Tweedy, Browne Company LLC Limited Liability Company Agreement dated October 9,
1997 by and among the Registrant and the other members identified therein
(excluding schedules and exhibits, which the Registrant agrees to furnish
supplementally to the Commission upon request)
**10.3 GeoCapital, LLC Amended and Restated Limited Liability Company Agreement dated
September 30, 1997 by and among the Registrant and the members identified
therein (excluding schedules and exhibits, which the Registrant agrees to
furnish supplementally to the Commission upon request)
**+10.4 First Quadrant, L.P. Amended and Restated Limited Partnership Agreement dated
March 28, 1996 by and among the Registrant and the partners identified therein
(excluding schedules and exhibits, which the Registrant agrees to furnish
supplementally to the Commission upon request)
**10.5 Amendment to First Quadrant, L.P. Amended and Restated Limited Partnership
Agreement by and among the Registrant and the partners identified therein,
effective as of October 1, 1996
**10.6 Second Amendment to First Quadrant, L.P. Amended and Restated Limited
Partnership Agreement by and among the Registrant and the partners identified
therein, effective as of December 31, 1996
**10.7 First Quadrant U.K., L.P. Limited Partnership Agreement dated March 28, 1996 by
and among the Registrant and the partners identified therein (excluding
schedules and exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
**10.8 Skyline Asset Management, L.P. Amended and Restated Limited Partnership
Agreement dated August 31, 1995 by and among the Registrant and the partners
identified therein (excluding schedules and exhibits, which the Registrant
agrees to furnish supplementally to the Commission upon request)
**10.9 Amendment to Skyline Asset Management, L.P. Amended and Restated Limited
Partnership Agreement by and among the Registrant and the partners identified
therein, effective as of August 1, 1996
**10.10 Second Amendment to Skyline Asset Management, L.P. Amended and Restated Limited
Partnership Agreement by and among the Registrant and the partners identified
therein, effective as of December 31, 1996
**10.11 Affiliated Managers Group, Inc. 1997 Stock Option and Incentive Plan
**10.13 Affiliated Managers Group. Inc. 1995 Incentive Stock Plan
**10.14 Form of Tweedy, Browne Employment Agreement
**11.1 Statement regarding computation of per share earnings
**21.1 Schedule of Subsidiaries
**23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
**23.2 Consent of Coopers & Lybrand L.L.P. (Boston)
**23.3 Consent of Coopers & Lybrand L.L.P. (Chicago)
**23.4 Consent of Coopers & Lybrand L.L.P. (New York)
**23.5 Consent of KPMG Peat Marwick LLP
**24.1 Powers of Attorney
**27.1 Financial Data Schedule
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** Previously filed.
+ Certain portions of this Exhibit have been omitted pursuant to a confidential
treatment request filed with the Commission. The omitted portions have been
filed separately with the Commission.